8-K
At&T Inc. (T)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 16, 2022
AT&T INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-08610 | 43-1301883 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 208 S. Akard St., Dallas, Texas | 75202 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (210) 821-4105
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities Registered Pursuant to Section 12(b) of the Act
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Shares (Par Value $1.00 Per Share) | T | New York Stock Exchange |
| Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A | T PRA | New York Stock Exchange |
| Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C | T PRC | New York Stock Exchange |
| AT&T Inc. 1.450% Global Notes due June 1, 2022 | T 22B | New York Stock Exchange |
| AT&T Inc. 2.500% Global Notes due March 15, 2023 | T 23 | New York Stock Exchange |
| AT&T Inc. 2.750% Global Notes due May 19, 2023 | T 23C | New York Stock Exchange |
| AT&T Inc. Floating Rate Global Notes due September 5, 2023 | T 23D | New York Stock Exchange |
| AT&T Inc. 1.050% Global Notes due September 5, 2023 | T 23E | New York Stock Exchange |
| AT&T Inc. 1.300% Global Notes due September 5, 2023 | T 23A | New York Stock Exchange |
| AT&T Inc. 1.950% Global Notes due September 15, 2023 | T 23F | New York Stock Exchange |
| AT&T Inc. 2.400% Global Notes due March 15, 2024 | T 24A | New York Stock Exchange |
| AT&T Inc. 3.500% Global Notes due December 17, 2025 | T 25 | New York Stock Exchange |
| AT&T Inc. 0.250% Global Notes due March 4, 2026 | T 26E | New York Stock Exchange |
| AT&T Inc. 1.800% Global Notes due September 5, 2026 | T 26D | New York Stock Exchange |
| AT&T Inc. 2.900% Global Notes due December 4, 2026 | T 26A | New York Stock Exchange |
| AT&T Inc. 1.600% Global Notes due May 19, 2028 | T 28C | New York Stock Exchange |
| AT&T Inc. 2.350% Global Notes due September 5, 2029 | T 29D | New York Stock Exchange |
| AT&T Inc. 4.375% Global Notes due September 14, 2029 | T 29B | New York Stock Exchange |
| AT&T Inc. 2.600% Global Notes due December 17, 2029 | T 29A | New York Stock Exchange |
| AT&T Inc. 0.800% Global Notes due March 4, 2030 | T 30B | New York Stock Exchange |
| AT&T Inc. 2.050% Global Notes due May 19, 2032 | T 32A | New York Stock Exchange |
| AT&T Inc. 3.550% Global Notes due December 17, 2032 | T 32 | New York Stock Exchange |
| AT&T Inc. 5.200% Global Notes due November 18, 2033 | T 33 | New York Stock Exchange |
| AT&T Inc. 3.375% Global Notes due March 15, 2034 | T 34 | New York Stock Exchange |
| AT&T Inc. 2.450% Global Notes due March 15, 2035 | T 35 | New York Stock Exchange |
| AT&T Inc. 3.150% Global Notes due September 4, 2036 | T 36A | New York Stock Exchange |
| AT&T Inc. 2.600% Global Notes due May 19, 2038 | T 38C | New York Stock Exchange |
| AT&T Inc. 1.800% Global Notes due September 14, 2039 | T 39B | New York Stock Exchange |
| AT&T Inc. 7.000% Global Notes due April 30, 2040 | T 40 | New York Stock Exchange |
| AT&T Inc. 4.250% Global Notes due June 1, 2043 | T 43 | New York Stock Exchange |
| AT&T Inc. 4.875% Global Notes due June 1, 2044 | T 44 | New York Stock Exchange |
| AT&T Inc. 4.000% Global Notes due June 1, 2049 | T 49A | New York Stock Exchange |
| AT&T Inc. 4.250% Global Notes due March 1, 2050 | T 50 | New York Stock Exchange |
| AT&T Inc. 3.750% Global Notes due September 1, 2050 | T 50A | New York Stock Exchange |
| AT&T Inc. 5.350% Global Notes due November 1, 2066 | TBB | New York Stock Exchange |
| AT&T Inc. 5.625% Global Notes due August 1, 2067 | TBC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
|---|
On May 16, 2022, AT&T Inc. issued the press release attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
The following exhibits are filed as part of this report:
| (d) | Exhibits |
|---|---|
| 99.1 | Press Release of AT&T Inc., dated May 16, 2022 |
| --- | --- |
| 104 | The cover page from AT&T Inc.’s Current Report on Form 8-K, formatted in Inline XBRL |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AT&T INC. | ||
|---|---|---|
| Date: May 16, 2022 | By: | /s/ George B. Goeke |
| George B. Goeke | ||
| Senior Vice President and Treasurer |
EX-99.1
| Exhibit 99.1 |
|---|
For more information, contact:
Name: McCall Butler
AT&T Corporate Communications
Phone: 404-626-5652
Email: mb8191@att.com
For holders of Notes, contact:
Global Bondholder Services Corporation
Phone: (855) 654-2014 (toll free)
(212) 430-3774 (collect)
AT&T INC. COMMENCES TENDER OFFERS FOR 63 SERIES OF NOTES
DALLAS, May 16, 2022 — AT&T Inc. (NYSE: T) (“AT&T”) announced today offers to purchase for cash (i) any and all of the 54 series of outstanding Notes described below under “Higher Coupon Offers”, up to a maximum $5 billion aggregate amount of Higher Coupon Total Consideration (as defined below) and (ii) any and all of the 9 series of outstanding Notes described below under “Discount Offers”, up to a maximum $3 billion aggregate amount of Discount Total Consideration (as defined below), on the terms and conditions set forth in the Offers to Purchase, dated May 16, 2022 (the “Offers to Purchase”). The Offers to Purchase, the Letter of Transmittal and the related notices of guaranteed delivery can be accessed at the following link: https://gbsc-usa.com/registration/att. **** Capitalized terms used but not defined in this announcement have the meanings given to them in the Offers to Purchase.
HIGHER COUPON OFFERS
In the “Higher Coupon Offers”, AT&T is offering to purchase the Notes described in the table below issued by AT&T or certain of AT&T’s wholly-owned subsidiaries:
| Acceptance<br><br><br>Priority<br><br><br>Level^(1)^ | Title ofNotes | Issuer | PrincipalAmountOutstanding(in millions) | CUSIP<br><br><br>Number | Par CallDate^(2)^ | Maturity Date | ReferenceU.S.TreasurySecurity^(3)^ | BloombergReferencePage^(3)^ | Fixed Spread(Basis Points) |
|---|---|---|---|---|---|---|---|---|---|
| 1 | 8.750% Senior Notes due 2031* | New Cingular Wireless Services, Inc.^(4)^ | $258 | 00209AAF3 /<br>U0027MAC1 | — | March 1,<br>2031 | 2.875%<br>due<br>05/15/2032 | PX1 | 165 |
| 2 | 8.750% Global Notes due 2031 | AT&T Inc. | $216 | 00206RGV8 | — | March 1,<br>2031 | 2.875%<br>due<br>05/15/2032 | PX1 | 165 |
| 3 | 8.750% Global Notes due 2031 | AT&T Inc.^(5)^ | $218 | 00206RGU0 | — | November 15,<br>2031 | 2.875%<br>due<br>05/15/2032 | PX1 | 165 |
| 4 | 7.875% Global Notes due 2030 | AT&T Inc. | $202 | 00206RGR7 | — | February 15,<br>2030 | 2.875%<br>due<br>05/15/2032 | PX1 | 160 |
|---|---|---|---|---|---|---|---|---|---|
| 5 | 7 1/8% Debentures due 2026*^+^ | Pacific Bell<br>Telephone<br>Company^(6)(7)^ | $219 | 694032AT0 | — | March 15,<br>2026 | 2.750%<br>due<br>04/30/2027 | PX1 | 105 |
| 6 | 7.125% Global Notes due 2026 | AT&T Inc. | $257 | 00206RGH9 | — | March 15,<br>2026 | 2.750%<br>due<br>04/30/2027 | PX1 | 105 |
| 7 | 7.625% Global Notes due 2031* | AT&T Inc. | $188 | 00206RHZ8 | — | April 15,<br>2031 | 2.875%<br>due<br>05/15/2032 | PX1 | 165 |
| 8 | 7.700% Global Notes due 2032* | AT&T Inc. | $157 | 00206RJA1 | — | May 1, 2032 | 2.875%<br>due<br>05/15/2032 | PX1 | 170 |
| 9 | 7.125% Senior Notes due 2031* | AT&T Mobility<br>LLC^(8)^ | $151 | 17248RAJ5 | — | December 15,<br>2031 | 2.875%<br>due<br>05/15/2032 | PX1 | 165 |
| 10 | 6.875% Global Notes due 2031 | AT&T Inc. | $169 | 00206RGS5 | — | October 15,<br>2031 | 2.875%<br>due<br>05/15/2032 | PX1 | 165 |
| 11 | 6.625% Global Notes due 2029* | AT&T Inc. | $190 | 00206RHY1 | — | May 15, 2029 | 2.875%<br>due<br>05/15/2032 | PX1 | 155 |
| 12 | Thirty Year 6 3/8% Debentures due 2028* | BellSouth<br>Telecommunications,<br>LLC^(9)^ | $177 | 079867AW7 | — | June 1, 2028 | 2.750%<br>due<br>04/30/2027 | PX1 | 115 |
| 13 | 6.500% Global Notes due 2036* | AT&T Inc. | $156 | 00206RJC7 | — | November 15,<br>2036 | 2.875%<br>due<br>05/15/2032 | PX1 | 190 |
| 14 | 6.450% Global Notes due 2034 | AT&T Inc.^(10)^ | $253 | 78387GAM5 | — | June 15, 2034 | 2.875%<br>due<br>05/15/2032 | PX1 | 180 |
| 15 | 6.550% Global Notes due 2039 | AT&T Inc. | $443 | 00206RAS1 | — | February 15,<br>2039 | 2.375%<br>due<br>02/15/2042 | PX1 | 170 |
| 16 | 6.500% Global Notes due 2037 | AT&T Inc. | $239 | 00206RAD4 | — | September 1,<br>2037 | 2.875%<br>due<br>05/15/2032 | PX1 | 195 |
| 17 | 6.400% Global Notes due 2038 | AT&T Inc. | $165 | 00206RAN2 | — | May 15, 2038 | 2.375%<br>due<br>02/15/2042 | PX1 | 165 |
| 18 | 6.350% Global Notes due 2040 | AT&T Inc. | $158 | 00206RDE9 | — | March 15,<br>2040 | 2.375%<br>due<br>02/15/2042 | PX1 | 175 |
| 19 | 6.200% Global Notes due 2040* | AT&T Inc. | $265 | 00206RJD5 | — | March 15,<br>2040 | 2.375%<br>due<br>02/15/2042 | PX1 | 175 |
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| 20 | 6.150% Global<br>Notes due<br>2034 | AT&T Inc.^(10)^ | $356 | 78387GAQ6 | — | September 15,<br>2034 | 2.875%<br>due<br>05/15/2032 | PX1 | 180 |
|---|---|---|---|---|---|---|---|---|---|
| 21 | 6.000% Notes<br>due 2034* | BellSouth, LLC^(11)^ | $198 | 079860AK8 | — | November 15,<br>2034 | 2.875%<br>due<br>05/15/2032 | PX1 | 180 |
| 22 | 6.100% Global<br>Notes due<br>2040* | AT&T Inc. | $248 | 00206RJE3 | — | July 15, 2040 | 2.375%<br>due<br>02/15/2042 | PX1 | 175 |
| 23 | 6.250% Global<br>Notes due<br>2041* | AT&T Inc. | $330 | 00206RJF0 | — | March 29,<br>2041 | 2.375%<br>due<br>02/15/2042 | PX1 | 160 |
| 24 | 6.300% Global<br>Notes due<br>2038 | AT&T Inc. | $749 | 00206RAG7 | — | January 15,<br>2038 | 2.375%<br>due<br>02/15/2042 | PX1 | 145 |
| 25 | 6.000% Global<br>Notes due<br>2040 | AT&T Inc. | $471 | 00206RDF6 | May 15,<br>2040 | August 15,<br>2040 | 2.375%<br>due<br>02/15/2042 | PX1 | 175 |
| 26 | 6.375% Global<br>Notes due<br>2041 | AT&T Inc. | $604 | 00206RDG4 | — | March 1,<br>2041 | 2.375%<br>due<br>02/15/2042 | PX1 | 150 |
| 27 | 5.350% Global<br>Notes due<br>2043* | AT&T Inc. | $191 | 00206RJJ2 | — | December 15,<br>2043 | 2.375%<br>due<br>02/15/2042 | PX1 | 190 |
| 28 | 5.375% Global<br>Notes due<br>2041* | AT&T Inc. | $187 | 00206RJG8 | — | October 15,<br>2041 | 2.375%<br>due<br>02/15/2042 | PX1 | 180 |
| 29 | 5.550% Global<br>Notes due<br>2041 | AT&T Inc. | $676 | 00206RBA9 | — | August 15,<br>2041 | 2.375%<br>due<br>02/15/2042 | PX1 | 160 |
| 30 | 5.700% Global<br>Notes due<br>2057 | AT&T Inc. | $485 | 00206RDT6 | September 1,<br>2056 | March 1,<br>2057 | 2.250%<br>due<br>02/15/2052 | PX1 | 190 |
| 31 | 5.300% Global<br>Notes due<br>2058 | AT&T Inc. | $182 | 00206RFS6 /<br>U04644CG0 | February 14,<br>2058 | August 15,<br>2058 | 2.250%<br>due<br>02/15/2052 | PX1 | 190 |
| 32 | 5.350% Global<br>Notes due<br>2040* | AT&T Inc. | $1,069 | 04650NAB0 /<br>U9475PAA6 | — | September 1,<br>2040 | 2.375%<br>due<br>02/15/2042 | PX1 | 150 |
| 33 | 5.650% Global<br>Notes due<br>2047 | AT&T Inc. | $959 | 00206RCU4 | August 15,<br>2046 | February 15,<br>2047 | 2.250%<br>due<br>02/15/2052 | PX1 | 170 |
| 34 | 5.450% Global<br>Notes due<br>2047 | AT&T Inc. | $749 | 00206RDS8 | September 1,<br>2046 | March 1,<br>2047 | 2.250%<br>due<br>02/15/2052 | PX1 | 170 |
| 35 | 5.150% Global<br>Notes due<br>2042 | AT&T Inc. | $590 | 00206RDH2 | — | March 15,<br>2042 | 2.375%<br>due<br>02/15/2042 | PX1 | 155 |
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| 36 | 4.850% Global<br>Notes due<br>2045* | AT&T Inc. | $401 | 00206RJL7 | January 15,<br>2045 | July 15, 2045 | 2.375%<br>due<br>02/15/2042 | PX1 | 165 |
|---|---|---|---|---|---|---|---|---|---|
| 37 | 5.250% Global<br>Notes due<br>2037 | AT&T Inc. | $1,794 | 00206RDR0 | September<br>1, 2036 | March 1,<br>2037 | 2.875%<br>due<br>05/15/2032 | PX1 | 160 |
| 38 | 4.800% Global<br>Notes due<br>2044 | AT&T Inc. | $607 | 00206RCG5 | December<br>15, 2043 | June 15, 2044 | 2.375%<br>due<br>02/15/2042 | PX1 | 165 |
| 39 | 4.900% Global<br>Notes due<br>2042* | AT&T Inc. | $394 | 00206RJH6 | — | June 15, 2042 | 2.375%<br>due<br>02/15/2042 | PX1 | 160 |
| 40 | 5.150% Global<br>Notes due<br>2050 | AT&T Inc. | $941 | 00206RFU1 | August 14,<br>2049 | February 15,<br>2050 | 2.250%<br>due<br>02/15/2052 | PX1 | 168 |
| 41 | 5.150% Global<br>Notes due<br>2046 | AT&T Inc. | $743 | 00206RHA3 /<br>00206RFM9 /<br>U04644BX4 | May 15,<br>2046 | November 15,<br>2046 | 2.250%<br>due<br>02/15/2052 | PX1 | 170 |
| 42 | 4.650% Global<br>Notes due<br>2044* | AT&T Inc. | $471 | 00206RJK9 | December 1,<br>2043 | June 1, 2044 | 2.375%<br>due<br>02/15/2042 | PX1 | 165 |
| 43 | 4.900% Global<br>Notes due<br>2037 | AT&T Inc. | $683 | 00206RFW7 | February 14,<br>2037 | August 15,<br>2037 | 2.875%<br>due<br>05/15/2032 | PX1 | 160 |
| 44 | 4.850% Global<br>Notes due<br>2039 | AT&T Inc. | $956 | 00206RHK1 | September 1,<br>2038 | March 1,<br>2039 | 2.375%<br>due<br>02/15/2042 | PX1 | 150 |
| 45 | 4.550% Global<br>Notes due<br>2049 | AT&T Inc. | $931 | 00206RDM1 /<br>00206RDK5 | September 9,<br>2048 | March 9,<br>2049 | 2.250%<br>due<br>02/15/2052 | PX1 | 170 |
| 46 | 4.750% Global<br>Notes due<br>2046 | AT&T Inc. | $1,872 | 00206RCQ3 | November 15,<br>2045 | May 15, 2046 | 2.250%<br>due<br>02/15/2052 | PX1 | 170 |
| 47 | 4.350% Global<br>Notes due<br>2045* | AT&T Inc. | $1,115 | 00206RBK7 | December 15,<br>2044 | June 15, 2045 | 2.375%<br>due<br>02/15/2042 | PX1 | 165 |
| 48 | 4.500% Global<br>Notes due<br>2048 | AT&T Inc. | $1,734 | 00206RDL3 /<br>00206RDJ8 | September 9,<br>2047 | March 9,<br>2048 | 2.250%<br>due<br>02/15/2052 | PX1 | 170 |
| 49 | 4.300% Global<br>Notes due<br>2042* | AT&T Inc. | $1,297 | 00206RBH4 | June 15,<br>2042 | December 15,<br>2042 | 2.375%<br>due<br>02/15/2042 | PX1 | 162 |
| 50 | 4.500% Global<br>Notes due<br>2035 | AT&T Inc. | $2,500 | 00206RCP5 | November 15,<br>2034 | May 15, 2035 | 2.875%<br>due<br>05/15/2032 | PX1 | 160 |
| 51 | 4.350% Global<br>Notes due<br>2029 | AT&T Inc. | $3,000 | 00206RHJ4 | December 1,<br>2028 | March 1,<br>2029 | 2.875%<br>due<br>05/15/2032 | PX1 | 113 |
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| 52 | 4.300% Global<br>Notes due<br>2030 | AT&T Inc. | $3,156 | 00206RES7 /<br>00206RGQ9 /<br>U04644BC0 | November 15,<br>2029 | February 15,<br>2030 | 2.875%<br>due<br>05/15/2032 | PX1 | 120 |
|---|---|---|---|---|---|---|---|---|---|
| 53 | 4.250% Global<br>Notes due<br>2027 | AT&T Inc. | $1,490 | 00206RDQ2 | December 1,<br>2026 | March 1,<br>2027 | 2.750%<br>due<br>04/30/2027 | PX1 | 70 |
| 54 | 4.100% Global<br>Notes due<br>2028 | AT&T Inc. | $1,732 | 00206RGL0 /<br>00206RER9 /<br>U04644BB2 | November 15,<br>2027 | February 15,<br>2028 | 2.750%<br>due<br>04/30/2027 | PX1 | 95 |
| (1) | Subject to the satisfaction or waiver of the conditions of the Offers described in the applicable Offer to<br>Purchase, if the Maximum Purchase Condition (as defined therein) is not satisfied with respect to every series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each,<br>an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 54 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted<br>for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. | ||||||||
| --- | --- | ||||||||
| (2) | For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable<br>Total Consideration (as defined in the applicable Offer to Purchase) will be performed taking into account such par call date. See Annex A-1 to the applicable Offer to Purchase for an overview of the<br>calculation of the Total Consideration (including the par call detail) with respect to the Notes. | ||||||||
| --- | --- | ||||||||
| (3) | The Total Consideration for each series of Notes (such consideration, the “Total Consideration”)<br>payable per each $1,000 principal amount of such series of Notes validly tendered for purchase will be based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified<br>Reference Security for that series as quoted on the Bloomberg reference page specified in the table above as of 11:00 a.m., New York City time on May 20, 2022, unless extended with respect to the applicable Offer (such date and time with<br>respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”). The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the<br>applicable Total Consideration. | ||||||||
| --- | --- | ||||||||
| (4) | New Cingular Wireless Services, Inc. was formerly known as AT&T Wireless Services, Inc.<br> | ||||||||
| --- | --- | ||||||||
| (5) | The initial interest rate on the 8.750% Global Notes due 2031 was 8.250%. | ||||||||
| --- | --- | ||||||||
| (6) | Pacific Bell Telephone Company was formerly known as Pacific Bell. | ||||||||
| --- | --- | ||||||||
| (7) | The 7 1/8% Debentures due March 15, 2026 are unconditionally and irrevocably guaranteed by AT&T.<br> | ||||||||
| --- | --- | ||||||||
| (8) | AT&T Mobility LLC was formerly known as Cingular Wireless LLC. | ||||||||
| --- | --- | ||||||||
| (9) | BellSouth Telecommunications, LLC converted from BellSouth Telecommunications, Inc. | ||||||||
| --- | --- | ||||||||
| (10) | AT&T Inc. was formerly known as SBC Communications Inc. | ||||||||
| --- | --- | ||||||||
| (11) | The 6.00% Notes due 2034 were originally issued by BellSouth Corporation, which subsequently converted to<br>BellSouth, LLC. | ||||||||
| --- | --- | ||||||||
| * | Denotes a series of Notes with minimum authorized denominations of $1,000. All other series of Notes have a<br>minimum authorized denomination of $2,000. Each series of Notes has an integral multiple in excess of the minimum authorized denomination of $1,000. | ||||||||
| --- | --- | ||||||||
| + | Denotes a series of Notes, a portion of which is held in physical certificated form (such portion, the<br>“Certificated Notes”) and is not held through The Depositary Trust Company (“DTC”). Such Certificated Notes may only be tendered in accordance with the terms and conditions of the accompanying Letter of Transmittal. With respect<br>to the Certificated Notes, all references to the Offer to Purchase herein shall also include the Letter of Transmittal. | ||||||||
| --- | --- |
The Higher Coupon Offers are scheduled to expire on the “Higher Coupon Expiration Date,” which is 5:00 p.m., New York City time, on May 20, 2022, unless extended or earlier terminated. Holders of Notes described in the table above may withdraw their validly tendered Notes any time at or prior to 5:00 p.m., New York City time, on May 20, 2022, unless extended by AT&T. In order to receive the Higher Coupon Total Consideration, Holders of Notes must tender and not withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, at or prior to the Higher Coupon Expiration Date.
For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Higher Coupon Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on May 24, 2022.
Page 5
The “Higher Coupon Settlement Date” will be the fourth business day after the Higher Coupon Expiration Date and is expected to be May 26, 2022.
Upon the terms and subject to the conditions set forth in the applicable Offer to Purchase, Holders whose Notes are accepted for purchase in the Higher Coupon Offers will receive the Total Consideration described in the notes to the table immediately above (the “Higher Coupon Total Consideration”) for each $1,000 principal amount of such Notes in cash on the Higher Coupon Settlement Date. On the Price Determination Date, unless extended with respect to any Higher Coupon Offers, AT&T will issue a press release specifying, among other things, the Higher Coupon Total Consideration for each series of Notes validly tendered and accepted.
In addition to the Higher Coupon Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Higher Coupon Settlement Date. Interest will cease to accrue on the Higher Coupon Settlement Date for all Notes accepted in the Higher Coupon Offers.
DISCOUNT OFFERS
In the “Discount Offers”, AT&T is offering to purchase the Notes described in the table below issued by AT&T:
| Acceptance<br><br><br>Priority<br><br><br>Level^(1)^ | Title of Notes | Issuer | PrincipalAmountOutstanding(in millions) | CUSIPNumber | Par CallDate^(2)^ | MaturityDate | ReferenceU.S. TreasurySecurity^(3)^ | BloombergReferencePage^(3)^ | FixedSpread(BasisPoints) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | 3.500% Global Notes due 2061 | AT&T<br>Inc. | $ | 1,500 | 00206RKF8 | August 1,<br>2060 | February 1,<br>2061 | 2.250% due<br>02/15/2052 | PX1 | 177 | |
| 2 | 3.300% Global Notes due 2052 | AT&T<br>Inc. | $ | 2,250 | 00206RKE1 | August 1,<br>2051 | February 1,<br>2052 | 2.250% due<br>02/15/2052 | PX1 | 165 | |
| 3 | 3.100% Global Notes due 2043 | AT&T<br>Inc. | $ | 2,500 | 00206RKD3 | August 1,<br>2042 | February 1,<br>2043 | 2.375% due<br>02/15/2042 | PX1 | 145 | |
| 4 | 3.850% Global Notes due 2060 | AT&T<br>Inc. | $ | 1,500 | 00206RKB7 | December 1,<br>2059 | June 1,<br>2060 | 2.250% due<br>02/15/2052 | PX1 | 182 | |
| 5 | 3.650% Global Notes due 2051 | AT&T<br>Inc. | $ | 3,000 | 00206RKA9 | December 1,<br>2050 | June 1,<br>2051 | 2.250% due<br>02/15/2052 | PX1 | 165 | |
| 6 | 3.500% Global Notes due 2041 | AT&T<br>Inc. | $ | 2,500 | 00206RJZ6 | December 1,<br>2040 | June 1,<br>2041 | 2.375% due<br>02/15/2042 | PX1 | 150 | |
| 7 | 2.250% Global Notes due 2032 | AT&T<br>Inc. | $ | 2,500 | 00206RKH4 | November 1,<br>2031 | February 1,<br>2032 | 2.875% due<br>05/15/2032 | PX1 | 130 | |
| 8 | 1.650% Global Notes due 2028 | AT&T<br>Inc. | $ | 2,250 | 00206RKG6 | December 1,<br>2027 | February 1,<br>2028 | 2.750% due<br>04/30/2027 | PX1 | 105 | |
| 9 | 2.300% Global Notes due 2027 | AT&T<br>Inc. | $ | 2,500 | 00206RJX1 | April 1,<br>2027 | June 1,<br>2027 | 2.750% due<br>04/30/2027 | PX1 | 95 |
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| (1) | Subject to the satisfaction or waiver of the conditions of the Offers described in the applicable Offer to<br>Purchase, if the Maximum Purchase Condition (as defined therein) is not satisfied with respect to every series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each,<br>an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 9 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted<br>for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. |
|---|---|
| (2) | For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable<br>Total Consideration (as defined in the applicable Offer to Purchase) will be performed taking into account such par call date. See Annex A-1 to the applicable Offer to Purchase for an overview of the<br>calculation of the Total Consideration (including the par call detail) with respect to the Notes. |
| --- | --- |
| (3) | The Total Consideration for each series of Notes (such consideration, the “Total Consideration”)<br>payable per each $1,000 principal amount of such series of Notes validly tendered for purchase will be based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified<br>Reference Security for that series as quoted on the Bloomberg reference page specified in the table above as of 11:00 a.m., New York City time on May 20, 2022, unless extended with respect to the applicable Offer (such date and time with<br>respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”). The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the<br>applicable Total Consideration. |
| --- | --- |
The Discount Offers are scheduled to expire on the “Discount Expiration Date,” which is 5:00 p.m., New York City time, on May 20, 2022, unless extended or earlier terminated. Holders of Notes described in the table above may withdraw their validly tendered Notes any time at or prior to 5:00 p.m., New York City time, on May 20, 2022, unless extended by AT&T. In order to receive the Discount Total Consideration, Holders of Notes must tender and not withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, at or prior to the Discount Expiration Date.
For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Discount Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (New York City time) on May 24, 2022.
The “Discount Settlement Date” will be the fourth business day after the Discount Expiration Date and is expected to be May 26, 2022.
Upon the terms and subject to the conditions set forth in the applicable Offer to Purchase, Holders whose Notes are accepted for purchase in the Discount Offers will receive the Total Consideration described in the notes to the table immediately above (the “Discount Total Consideration”) for each $1,000 principal amount of such Notes in cash on the Discount Settlement Date. On the Price Determination Date, unless extended with respect to any Discount Offers, AT&T will issue a press release specifying, among other things, the Discount Total Consideration for each series of Notes validly tendered and accepted.
In addition to the Discount Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Discount Settlement Date. Interest will cease to accrue on the Discount Settlement Date for all Notes accepted in the Discount Offers.
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TERMS OF THE TENDER OFFERS
AT&T’s obligation to accept for payment and to pay for Notes of any series validly tendered in the tender offers is subject to the satisfaction or waiver of the conditions described in the applicable Offer to Purchase, including that the aggregate Total Consideration for Notes purchased in the Higher Coupon Offer and in the Discount Offer not exceed $5,000,000,000 and $3,000,000,000, respectively, and on the applicable Maximum Purchase Consideration being sufficient to pay the Total Consideration for all validly tendered Notes of such series. As a result, no series will be subject to pro-ration in the amount accepted. AT&T reserves the right, subject to applicable law, to: (i) waive any and all conditions to the tender offers; (ii) extend or terminate any or all of the tender offers; (iii) increase or decrease the Maximum Purchase Consideration of either the Higher Coupon Offers or the Discount Offers or both; or (iv) otherwise amend the tender offers in any respect.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the Notes listed above as to when suchintermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or, where revocation is permitted, timely revoke their instruction to participate in the tender offers. The deadlines set by eachclearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the applicable Offer to Purchase and the related Notice of Guaranteed Delivery, as applicable.
Deutsche Bank Securities Inc., TD Securities, Goldman Sachs & Co. LLC and Citigroup are acting as the Joint-Lead Dealer Managers for the tender offers. For additional information regarding the terms of the offer, please contact Deutsche Bank Securities Inc. at (866) 627-0391 (toll free) or (212) 250-2955 (collect), TD Securities at (866) 627-0391 (toll free) or (212) 250-2955 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-1452 (collect) or Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Global Bondholder Services Corporation will act as the tender agent and information agent for the tender offers. Questions or requests for assistance related to the tender offers or for additional copies of the Offer to Purchase, the Letter of Transmittal or Notice of Guaranteed Delivery may be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offers. The Offers to Purchase, the Letter of Transmittal and the Notices of Guaranteed Delivery can be accessed at the following link: https://gbsc-usa.com/registration/att.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The tender offers described herein are being made solely by the applicable Offer to Purchase, the Letter of Transmittal and the related Notice of Guaranteed Delivery, as applicable, and only to such persons and in such jurisdictions as is permitted under applicable law.
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Neither the communication of this press release, the applicable Offer to Purchase or any other offer materials relating to the tender offers is being made, and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this press release, the Offers to Purchase and such documents and/or materials are not being distributed to, and must not be passed on to persons in the United Kingdom other than (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (b) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (such persons together being “relevant persons”). This press release and the Offers to Purchase are only available to relevant persons and the transactions contemplated herein will be available only to, or engaged in only with relevant persons, and must not be relied or acted upon by persons other than relevant persons.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties,and actual results may differ materially. A discussion of factors that may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission and the Offers to Purchase related to the tender offers. AT&Tdisclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.
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